Your directors take great pleasure in presenting the Thirteenth Annual Reportofbusiness and operationsof your company along withAudited Standalone and ConsolidatedFinancial Statements for the financial year ended March 31 2019.
The Financial Performance of your Company for the financial year ended March 31 2019is summarized below:
(Rs. In Lakhs)
| ||Standalone ||Consolidated |
|Particulars ||2018-19 ||2017-18 ||2018-19 ||2017-18 |
|Total Revenue ||469 ||1054 ||472 ||1054 |
|Expenditures excluding depreciation ||940 ||2993 ||940 ||2993 |
|Profit before Depreciation and Tax ||(471) ||(1938) ||(468) ||(1938) |
|Depreciation ||3245 ||5260 ||3245 ||5260 |
|Net Profit Before exceptional Items and Tax ||(3716) ||(7198) ||(3713) ||(7198) |
|Share of net profit/(loss) of associates and joint ventures accounted for using the equity method ||Nil ||Nil ||395 ||(25) |
|Exceptional Items ||498 ||(3513) ||498 ||(3513) |
|Net Profit Before Tax ||(4214) ||(10711) ||(3816) ||(10733) |
|Provision for Tax ||(7) ||(1009) ||(7) ||(1009) |
|Profit after Tax ||(4207) ||(9702) ||(3809) ||(9724) |
|Other Comprehensive Income ||5 ||Nil ||5 ||Nil |
|Appropriations: || || || || |
|Proposed Dividend on equity Shares ||Nil ||Nil ||Nil ||Nil |
|Tax on Dividend ||Nil ||Nil ||Nil ||Nil |
|Balance Carried to Balance Sheet ||(4202) ||(9702) ||(3804) ||(9724) |
|Paid up Share Capital ||4231 ||4231 ||4231 ||4231 |
|Reserves & Surplus ||30622 ||34823 ||30960 ||34762 |
*previous year figures have been regrouped/rearranged wherever necessary.
OVERVIEW OF COMPANY'S FINANCIAL PERFORMANCE
During year the Company has incurred a loss of INR 4202 lakhs after tax against loss ofINR 9702lakhs after tax in previous year.
SUBSIDIARIES ASSOCIATES AND JOINT VENTURES:
Your company does not have any subsidiary company. However the Company hasoneassociate Companies viz. J T Infrastructure Private Limited.
The particulars of Associate Companies/Joint Venture as on March 31 2019 have beenincluded in form MGT-9 which is part of this report.
Further the report on the performance financial position and overall contribution tocompany's profitability of each of the subsidiaries associates and joint ventures andsalient features of the financial statements in the prescribed Form AOC-1 is marked andannexed as "Annexure A" to this report.
1) Company has made its divestment in Mehta Tree House Infrastructure Private Limitedon 10th September 2018 hence as on 31.03.2019 it is not an associate Company of TreeHouse Education &Accessories Limited.
2) Ministry of corporate affairs has struck off JT infrastructure pvt. ltd. due to nonfling of its annual return with MCA. The Company has filed an appeal with NCLT forrestoration of its status as Active.
The Company has incurred a huge loss during the year. Hence board does not recommendany dividend on the equity shares of the Company for the year under review.
The paid up Equity Share Capital of the Company as on 31stMarch 2019 was INR423107240 (Indian Rupees Forty two crores thirty one lacs seven thousand two hundredand forty only) comprising of 42310724 Equity Shares of Rs. 10 /each. As on 31stMarch2018 the Equity Share Capital of the Company was INR 423107240 and there has been nochange in the share capital during the reporting period ended 31stMarch 2019.
INTERNAL FINANCIAL CONTROLS
The Board of directors has laid down internal financial controls to be followed by theCompany for ensuring the orderly and efficient conduct of its business and the saidinternal financial controls are adequate and are operating effectively. Internal Auditsare regularly carried out to review the internal financial controls and the Internal AuditReports along with recommendations contained therein are reviewed by the Audit Committee.
PARTICULARS OF LOANS GUARANTEES OR INVESTMENTS
The provisions of Section 186 of the Companies Act 2013 requiring disclosure in thefinancial statements giving particulars of the loans given investment made or guaranteegiven or security provided and the purpose for which the loan or guarantee or security isproposed to be utilised by the recipient of the loan or guarantee or security is notapplicable to your company since no transactions of such nature has been undertaken orentered into by your company.
BOARD AND BOARD COMMITTEES
The details of Board Meetings held during the year attendance of the directors at themeetings and constitution of various Committees of the Board are included separately inthe Corporate Governance Report.
Your Company has not accepted any public deposits and as such no amount on account ofprincipal or interest on public deposit under Section 73 and 74 of the Companies Act 2013read together with the Companies (Acceptance of Deposits) Rules 2014 was outstanding ason the date of the Balance Sheet.
DIRECTORS RESPONSIBILITY STATEMENT
Pursuant to the requirement of clause (c) of sub-section (3) of Section 134 of theCompanies Act 2013 in relation to the Audited Financial Statements for the FinancialYear 2018-19. Your Directors confirm that:
a) The Financial Statements of the Company for year ended march 31 2019 have beenprepared on a going concern basis following applicable Indian accounting standards andthat no material departure have been made from the same;
b) In the preparation of the annual accounts for the financial year ended March 312019 the applicable Indian accounting standards have been followed along with properexplanation relating to material departures;
c) Directors have selected such accounting policies and applied them consistently andmade judgements and estimates that are reasonable and prudent so as to give a true andfair view of the state of affairs of your company as at March 31 2019 and of the profitsand loss of the company for financial year ended March 31 2019.
d) Proper and sufficient care has been taken for the maintenance of adequate accountingrecords in accordance with the provisions of the Companies Act 2013 to safeguard theassets of the Company and for preventing and detecting fraud and other irregularities.
e) Requisite internal financial controls laid down and that financial controls areadequate and were operating effectively; and
f) Proper systems to ensure compliance with the provisions of all applicable laws inplace and that such systems were adequate and operating effectively.
DIRECTORS AND OTHER KEY MANAGERIAL PERSONNEL
Your Company's Board comprises of mix of executive and non-executive directors withconsiderable experience and expertise in various fields and business strategy. The detailsof the directors and their meetings held during the year have been given in the CorporateGovernance Report which forms part of this report.
The list of Directors & key managerial person of the Company as on March 31 2019are as follows:
1. Mr.SurajManghnani(DIN: 06625583) Independent Director
2. Mr.Deepak Valecha(DIN: 07736480) Independent Director
3. Mr.Navin Kumar Mane (PAN: ATBPK9664Q) Chief Financial Officer
4. Ms. Guddi Bajpai (PAN: AWYPB2768G) Company Secretary & Compliance Officer
5. Mr. Rajesh Bhatia (PAN: AAHPB9438N) Chief Executive Officer (CEO)
6. Mr. Jugal Shah (DIN: 08334114) Additional (Executive) Director
7. Mrs. Amita Karia (DIN: 07068393) Additional (Independent) Director
a) Changes in Directors and Key Managerial Personnel:
During the year under review the following changes took place in the Board ofDirectors and the Key Managerial Personnel of the Company:
1. Ms. Guddi Bajpai (PAN: AWYPB2768G) is appointed as Company Secretary &Compliance Officer (w.e.f. May 302018)
2. Mr. Rajesh Bhatia (PAN: AAHPB9438N) was appointed as Chief Executive Officer (CEO)of the Company w.e.f. January 22 2019.
3. Mr. Rajesh Bhatia (DIN: 00074393) Managing Director - (Resigned w.e.f. January 212019).
4. Mrs. Geeta Bhatia (DIN: 00074444) Non-Executive Woman Director (Resigned w.e.f.January 21 2019).
5. Mr. Jugal Shah (DIN: 08334114) was appointed as Additional (Executive) Director ofthe Company w.e.f. January 21 2019.
6. Mrs. Amita Karia (DIN: 07068393) was appointed as Additional (Independent) Directorof the Company w.e.f. February 12 2019.
Pursuant to provisions of section 152(6) none of the directors of the company areliable to retire by rotation at 13th AGM Mr. Deepak Valecha and Mr. Suraj Manghnani beingan Independent Directors are not liable to retire by rotation and other two directorsnamely Mr. Jugal Shah and Mrs. Amita Karia are being re-appointed at the AGM.
b) Declaration by Independent Director(s)
Your Company has received declarations from all the Independent Directors confirmingthat they meet the criteria of independence as prescribed under the provisions of section149(6) of the Companies Act 2013 and there is no change in the circumstances as on thedate of this report which may affect their respective status as an independent director.
Furthermore a brief profile of each of these Independent Directors nature of theirexpertise in specific functional areas and names of the Companies in which they holdDirectorships and/or membership/chairmanship of Committees of the Board as stipulatedunder specified regulation of the Securities and Exchange Board of India (ListingObligations and Disclosure Requirements) Regulations 2015 ("the listingregulation")is given in the Corporate Governance Report which is forming part of thisReport. The Company has received declaration from all the Independent Directors of theCompany confirming that they meet with the criteria of independence as prescribed bothunder sub-section (6) of Section 149 of the Companies Act 2013 and prescribed regulationof the Listing regulation.
c) Annual Evaluation of the Board
Evaluation of the directors is done on an annual basis. The process is led by theNomination and Remuneration Committee with specific focus on the performance vis--visthe plans meeting challenging situations performing leadership role within andeffective functioning of the Board. The evaluation process also involves Self-Evaluationby the Board Member and subsequently assessment by the Board of Directors and alsoconsiders the time spent by each of the directors accomplishment of specificresponsibilities and expertise conflict of interest integrity of director activeparticipation and contribution during discussions.
d) Policy on directors' appointment and remuneration and other details
The Company's policy on directors' appointment and remuneration and other mattersprovided in Section 178(3) of the Act has been disclosed in the corporate governancereport which forms part of this report.
e) Familiarisation Programme For Independent Directors
Independent Directors are familiarised with their roles rights and responsibilities inthe Bank as well as with the nature of industry and business model of the company throughvarious internal programmes and through presentations on economy & industry overviewkey regulatory developments strategy and performance which are made to the Directors fromtime to time.
Your Company has complied with Regulation 34 of SEBI (Listing Obligations andDisclosure Regulations) Requirements 2015 of the stock exchanges. A report on CorporateGovernance as stipulated under Regulation 34 of SEBI (Listing Obligations and DisclosureRegulations) Requirements 2015 along with Independent Auditor's Certificate on compliancewith the Corporate Governance forms part of this Annual Report.
MANAGEMENT DISCUSSION AND ANALYSIS REPORT (MDAR)
A detailed analysis of your Company's performance is discussed in the ManagementDiscussion and Analysis Report which forms part of this Annual Report.
DISCLOSURES RELATING TO REMUNERATION OF DIRECTORS KEY MANAGERIAL PERSONNEL ANDPARTICULARS OF EMPLOYEES
Disclosure of the ratio to the remuneration of each director to the median employee'sremuneration and other details required pursuant to section 197(12) of the Companies Act2013 read with Rule 5(1) of the Companies(Appointment and Remuneration of ManagerialPersonnel) Rules 2014 is provided as "Annexure B".
PARTICULARS OF EMPLOYEES
During the year under review there are no employees who comes within the purview ofSection 134 (3)(q) of the Companies Act 2013 read with Rule 5(2) & 5(3) of theCompanies (Appointment and Remuneration of Managerial Personnel) Rules 2014.
a) Statutory Auditors
The Statutory Auditors M/s. S. Dedhia & Co. Chartered Accountants having ICAI FirmRegistration No. 117695W was appointed in 11th Annual General Meeting to hold office fromthe conclusion of 11th Annual General meeting for a term of consecutive five years tillconclusion of 16th Annual General Meeting subject to ratification of the appointment bythe members at every Annual General Meeting. The requirement to place the matter relatingto appointment of Auditors for ratification by Members at every Annual General Meeting isdone away vide notification dated May 7 2018 issued by the Ministry of Corporate AffairsNew Delhi. Accordingly no resolution is proposed for ratification of appointment ofAuditors.
M/s. S. Dedhia & Co. Chartered Accountants have expressed their willingness tocontinue as Statutory Auditors of the Company and have submitted a certificate confirmingthat their appointment is in accordance with Section 139 read with Section 141 of the Act.
The Independent Auditors' Report of M/s. S. Dedhia & Co. on the FinancialStatements of the Company for the Financial Year 2018-19 is a part of the Annual Report.There are no qualifications reservations or adverse remarks or disclaimers made by M/s.S. Dedhia & Co. in their Report dated May 30 2019.
b) Secretarial Auditors
Pursuant to the provisions of Section 204 of the Companies Act 2013 and the Companies(Appointment and Remuneration of Managerial Personnel) Rules 2014 the Board of Directorsof the Company has appointed M/s Kaushal Doshi & Associates Practicing CompanySecretaries to conduct the Secretarial Audit of the Company for the financial year endedMarch 31 2019.
The Secretarial Audit Report is annexed herewith as "Annexure C". There areno qualifications made by M/s Kaushal Doshi & Associates in their Report.
c) Cost Auditors
The company is required to maintain cost records as specified by the Central Governmentunder sub-section (1) of section 148 of the Companies Act 2013 and accordingly suchaccounts and records are made and maintained by the Company The Board of Directors hadappointed M/s. Kishore Bhatia & Associates Cost Accountants as the Cost Auditors ofyour Company for the financial year 2018-19 to conduct the audit of the cost records ofyour Company.
Pursuant to Section 148 and other applicable provisions if any of the Companies Act2013 read with Companies (Cost record and Audit) Rules 2014 the Board of Directors ofyour Company has appointed M/s. Kishore Bhatia & Associates Cost Accountants as theCost Auditor for the financial year 2019-20 on the recommendations made by the Auditcommittee. The remuneration proposed to be paid to the Cost Auditor subject to theratification by the members at the ensuing AGM would be not exceeding INR 50000 (RupeesFifty Thousand Only) excluding taxes and out of pocket expenses if any. Your directorsrecommend approval of said remuneration to the Cost Auditors of the Company.
Your company has received consent from M/s. Kishore Bhatia & Associates CostAccountants to act as the Cost Auditor of your company for the financial year 2019-20along with certificate confirming their Independence.
EXTRACT OF THE ANNUAL RETURN
The details forming part of the extract of the Annual Return in form MGT-9 inaccordance with Section 92(3) of the Companies Act 2013 read with the Companies(Management and Administration) Rules 2014 are set out herewith as "AnnexureD" to this report.
RELATED PARTY TRANSACTIONS
During the Financial Year 2018-19 your Company has entered into transactions withrelated parties as defined under Section 2(76) of the Companies Act 2013 read withCompanies (Specification of Definitions Details) Rules 2014 which were in the ordinarycourse of business and on arms' length basis and in accordance with the provisions section188 of the Companies Act 2013 and Rules made thereunder and Regulation 23 of the SEBI(LODR) Regulations 2015. During the financial year 2018-19 there were no transactionswith related parties which qualify as material transactions under the SEBI (LODR)Regulations 2015 and provisions of section 188 of the Companies Act 2013 therefore FormAOC-2 does not form part of this report.
The details of the related party transactions as required under "Ind As - 24"are set out in Note Nos. 33 to the standalone financial statements forming part of thisAnnual Report.
The Policy on related party transactions may be accessed on the Company's website at alink:https://www.nseprimeir.com/z_TreeHouse/pdffiles/TREEHOUSE_POLICY_ON_RELATED_PARTY_TRANSACTION_Policy.pdf
VIGIL MECHANISM & WHISTLE BLOWER POLICY:
The Board has approved and adopted Vigil Mechanism that provides a formal mechanism forall Directors and employees of the Company to approach the Chairman of the Audit Committeeof the Board and make protective disclosures about the unethical behaviour actual orsuspected fraud. The Vigil Mechanism comprises the Whistle Blower Policy which requiresevery Director or employee to promptly report to the Management any actual or possibleviolation of the Code or any event wherein he or she becomes aware of that which couldaffect the business or reputation of the Company. Under the Policy every Director oremployee of the Company has an assured access to the Chairman of the Audit Committee.
RISK MANAGEMENT POLICY
The Company has adopted a Risk Management Policy duly approved by Board and is overseenby the Audit Committee of the Company on a continuous basis to identify assess monitorand mitigate various risks to key business objectives.
INTERNAL CONTROL SYSTEM AND ITS ADEQUACY
The Company has adequate internal controls and processes in place with respect to itsfinancial statements which provide reasonable assurance regarding the reliability offinancial reporting and the preparation of financial statements. The processes andcontrols are reviewed periodically. The Company has a mechanism of testing the controlsare regular intervals for their design and operating effectiveness to ascertain thereliability and authenticity of financial information. During the year such controls weretested and no reportable material weakness in the design or operation was observed.
CORPORATE SOCIAL RESPONSIBILITY
The Board of Directors at its meeting held on February 06 2015 approved the CorporateSocial Responsibility (CSR) Policy for your Company pursuant to the provisions of Section135 of the Companies Act 2013 read with the Companies (Corporate Social Responsibilitypolicy) Rules 2014 on the recommendations of the CSR committee.The Corporate SocialResponsibility Policy may be accessed on Company's website at a link:
The initiatives undertaken by your Company during the financial year 2018-19 in CSRhave been detailed in this Annual Report.
The meeting of CSR committee held on February 12 2019 the committee discussed onunspent amount on the CSR activity stating that the Company has gone through a drasticchange in scenario of financial position and Company had made loss in all the threequarters of the financial year 2018-19 and due to the reason of the same Company was notable to spend amount towards its Corporate Social Responsibility of the Company.
Further added that the CSR is not only a responsibility of the Company but its ansocial endeavor towards the betterment of the society and the company will perform itsresponsibility towards the same as soon as company gets its positive financial position.
The Annual report on CSR activities in accordance with the Companies (Corporate SocialResponsibility Policy) Rules 2014 is set out in "Annexure E" in this Report.
CONSERVATION OF ENERGY TECHNOLOGY ABSORBTION AND FOREIGN EXCHANGE EARNING AND OUTGO
The requirements of disclosure with regard to Conservation of Energy in terms ofSection 134 of the Companies Act 2013 read with the Companies (Accounts) Rules 2014are not applicable to the Company since it doesn't own any manufacturing facility.
However the Company makes all efforts towards conservation of energy protection ofenvironment and ensuring safety.
Foreign Exchange Earnings: NIL Foreign Exchange Outgo: NIL
Your Company treats its "human resources" as one of its most importantassets.
Your Company continuously invests in attraction retention and development of talent onan ongoing basis. A number of programs that provide focussed people attention arecurrently underway. Your Company thrust is on the promotion of talent internally throughjob rotation and job enlargement.
DISCLOSURE AS PER SEXUAL HARASSMENT OF WOMEN AT WORKPLACE (PREVENTION PROHIBITION ANDREDRESSAL) ACT 2013:
There were no cases filed pursuant to the Sexual Harassment of Women at Workplace(Prevention Prohibition and
Redressal) Act 2013.The company has complied with provisions relating to theconstitution of Internal Complaints Committee under the Sexual Harassment of Women atWorkplace (Prevention Prohibition and Redressal) Act 2013. The Company has a qualifiedInternal Committee who along with the external member review the policy and framework ona regular basis. Additionally the company ensures that every new employee undergoes anawareness program which will sensitise them to uphold the dignity of their colleagues atworkplace particularly with respect to prevention of sexual harassment. During the yearno such case was reported.
TRANSFER OF AMOUNTS TO INVESTOR EDUCATION AND PROTECTION FUND
For the year under preview your Company did not have any funds lying unpaid orunclaimed for a period of Seven years. Therefore there were no funds which were requiredto be transferred to investor Education and Protection Fund (IEPF).
Pursuant to the provisions of the Investor Education Protection Fund (Uploading ofInformation regarding unpaid and unclaimed amounts lying with companies) Rules 2012 theCompany has already filed the necessary forms and uploaded the details of unpaid andunclaimed amounts lying with the Company as on the date of last AGM (i.e. September 222018) with Ministry of Corporate Affairs.
Further the Members may note that the Company will be transferring theun-paid/unclaimed dividend and the shares to the IEPF Authority for its Dividend Accountof the financial year 2011-12 which is due in September 2019The Company had sentindividual correspondence to respective shareholders and published newspaper advertisementfor claiming the un-paid/unclaimed dividend in respect of which dividend has not beenen-cashed or claimed by the members for 7 consecutive years or more. The shareholders areonce again requested to claim their un-paid/unclaimed to avoid the transfer to IEPF.
Members who have not yet en-cashed their Final Dividends from financial year 2011-12and 2012-13 and thereafter are requested to make their claims to the Company / RTA.Members are requested to quote folio numbers / DP ID Client ID in all theircorrespondence.
EMPLOYEE'S STOCK OPTION SCHEME
Details as required under Rule 12(9) of Companies (Share Capital and Debentures) Rules2014 and as required to be provided under the Securities and Exchange Board of India(ShareBased Employee Benefits) Regulations 2014 as on March 31 2019 are available on websiteof the company at www.treehouseplaygroup.net."is provided as "Annexure F".
In terms of Securities and Exchange Board of India (Listing Obligations and DisclosureRequirements) Regulations 2015 the certification by the Chief Executive Officer and ChiefFinancial Officer on the financial statements and Internal Controls relating to financialreporting has been obtained and annexed as "Annexure H"to this Report.
Your company has not issued equity shares with differential rights as todividend voting or otherwise;
Your Company did not allot any equity share as sweat equity shares. Thereforeno disclosures as required under Rule 8 (13) of Companies (Share Capital and Debentures)Rules 2014;
Company has received an Confirmatory order dated 29th August 2018 fromSecurities Appellate Tribunal for Misc Application no 250 of 2018 and 300 of 2018 onconfirming the forensic audit by M/s Ernst & Young LLP appointed by National StockExchange.
Company has received an Confirmatory order dated 16th November 2018 undersections 11(1) 11(4) and 11B of The Securities And Exchange Board Of India Act 1992 andRegulation 11 of The SEBI (Prohibition of Fraudulent and Unfair Trade Practices)Regulations 2003 and the SEBI (Listing Obligations and Disclosure Requirements)Regulations 2015.
The Company has complied with maintenance of cost records as specified by theCentral government under subsection (1) of section 148 of the Companies Act 2013andaccordingly accounts and records are made and maintained; and
There were no material changes and commitments occurred between and the end offinancial year of the company affecting the financial position of the Company.
Your Directors take this opportunity to thank the government regulatory bodies andshareholders for their consistent support and also place on record appreciation to thecontribution made by Company's staff and teachers at all levels without whom the Companywould not have achieved the desired growth. The Directors also commend the continuingcommitment and dedication of the employees at all levels which has been critical for theCompany's growth. The Directors look forward to their continued support in future.
|For and on behalf of the Board || |
|Tree House Education and Accessories Limited || |
|Sd/- ||Sd/- |
|Jugal Shah ||Deepak Valecha |
|Additional Director ||Independent Director |
|(DIN: 08334114) ||(DIN: 07736480) |
|Date: 10 th August 2019 || |
|Place : Mumbai || |